Mechanical Rose Challenge
by sinfulnature1123
Summary: I was challenged by my friend True to write a three-shot about my favorite RWBY ship that contains more than just smut. Let's see how I do!
1. Chapter 1

**As said in the summary, this story is a challenge to me from my friend True. It will be exactly three chapters long, with the first two containing no lemons whatsoever. This is not an invitation for everyone to throw more requests and challenges at me, I accepted this because this is my favorite RWBY ship, the challenge came from a friend, and I was feeling a little adventurous.**

* * *

"I'm heading out." Ruby called to the rest of the team. "Alright, don't stay out all night or I'll send in a missing person's report." Yang called back. Ruby couldn't for the life of her tell if Yang was joking or not. It was difficult to tell with her, as she was the one member of her team who actually would send police and hunters after her to put an abrupt end to a date. Not that it was an actual date Ruby reminded herself, a light blush covering her face as she headed outside to meet up with Penny, who smiled excitedly when she saw her, rushing over to her.

Ruby took a proper stance and braced herself for the coming impact. Even with these precautions taken, the force of Penny tackle hugging her sent them both falling to the ground, landing with Penny above Ruby. The two girls giggled at what had become an almost daily ritual. "So what are we going to do today?" Penny asked, smiling down at Ruby. She seemed to have forgotten that she was supposed to get off of Ruby before talking.

Ruby didn't want to be rude and make her feel silly, and also didn't really mind the feeling of Penny against her, and so didn't yet mention it as she said, "Well, I figured we'd do a little grimm hunting to work up an appetite, then go this great place in town that I found that has, like, everything anyone could ever want to eat. Yang showed it to me. I guess she likes taking the 'all you can eat' slogan as a personal challenge; one she usually wins."

Ruby and Penny laughed at this. Penny didn't need to eat of course, but she very well could and doing so boosted her energy reserves as her body burned up the food. As it happened, Penny had been built with quite a few interesting features that all went to making her feel more human, as the people responsible for her creation so nothing good coming from creating an ultra powerful robotic warrior that felt separate from humanity as opposed to being a part of it; which was probably the only reason they even let her go on dates with Ruby in the first place she thought.

'Hang out with, hang out with', she reminded herself. She blamed Yang for it, constantly referring to them as dates. Just because they were alone for them didn't make them anything more than just friends hanging out. She also blamed Yang for looking out the window, seeing Ruby laying on the ground beneath Penny, and shouting down, "Not that I don't encourage it, but at least find a room first!"

"What does she mean?" Penny asked curiously. "N-nothing, she's just being stupid!" Ruby shouted the last few words so Yang could hear them, though Yang likely couldn't through her own laughter. Ruby didn't care, or told herself she didn't at least, and got up. Penny smiled, "Alright, let's go!" She said excitedly, taking Ruby's hand and heading off to leave the school grounds. Ruby had mentioned in passing once that hand holding was what boyfriends and girlfriends did, and sometimes normal friends as well. Penny didn't seem to fully grasp the concept passed the phrase friend and hand holding, and so refused to actually go anywhere these days unless she had Ruby's hand, which Ruby supposed was another of the reasons Yang teased her.

The day was fun, like basically every day that Ruby spent with Penny. They took out grimm together; Penny and Crescent Rose not doing half the damage Penny's swords and lazer blasts did, not that she was jealous or anything. Okay, she was a little, but she knew telling Penny that would lead to an overreaction so she kept it to herself and focused on how awesome she looked while she doing it.

When they got to the restaurant in town, Penny paid for the meal. Well, more she showed them a card that identified her rank and the staff offered her everything in the place up to and including the dust running the ceiling lights. Penny and Ruby laughed at this and told them all they wanted was a meal. They were seated and treated to as much as they could eat; which was a dangerous thing to offer to Ruby, whose stomach seemed to occupy the same space as a black hole, and Penny, who's stomach was literally a combustion engine.

After more or less cleaning the place out, the two headed out. They were supposed to head back to Beacon now, but as neither one of them wanted their time together to end, they ended up just wondering aimlessly around the town, talking about whatever happened to come to mind, or even not talking at all and just walking together, enjoying the company as they went along, neither of them ever seeming quite bored enough to want to go back and end their time together.

Eventually the topic of Yang came up, and Ruby mentioned, "It's getting annoying how she keeps saying we're going out on dates doesn't it?" Ruby said. Penny frowned on this, "Well, aren't we?" She said. Ruby chuckled, shaking her head, "No, when two friends are just hanging out it isn't a date, Yang's just being a pest." "No, I know what a date is Ruby," Penny clarified, "I thought.. these were dates.."

They'd come to a stop when she said this. Ruby turned to Penny, a look of surprise in her eyes. Penny saw this, and took the surprise as a negative, "I-I mean, they don't have to be.. if you don't want them to. I wouldn't mind." Penny said, trying to prevent Ruby from being upset; though she was given away when her reflexive hiccup whenever she said she wouldn't mind them not being dates.

Ruby's face was getting dangerously close to matching her cape, which she was starting to feel slightly embarrassed to wear if this was a date. Ruby was nothing if not a fast thinker. Admittedly, what she thought of wasn't always a good idea, but all things considered, she had faith in her following actions. She squeezed Penny's hand affectionately to calm her down before leaning in slowly, pressing her soft lips against Penny's.

Neither one of them had any actual experience kissing, so it never moved passed just lips touching; though that alone had both of them a little more than star struck. When Ruby leaned back and saw the look in Penny's eyes, she knew that it had been a good idea, and smiled, "I wish I'd known it was a date before," Ruby said, "I could have been doing that every time."

Penny giggled at this, "To be fair, Yang did keep telling you that they were dates." "Oh like I ever listen to her in the first place." Ruby said, making them both laugh as they started on their way to Beacon. With the knowledge of what they were doing finally established, they wanted it to end even less; but it was getting late now, and even if Yang was joking about calling the cops, Penny would definitely have drones out searching for her if she was out any longer, and Ruby couldn't think of a more awkward end to a date than a government funded kill squad gunning her down. Except maybe Penny saying she'd been joking right after Ruby kissing her.

They returned to Beacon, Penny going off reluctantly with Ciel Soleil to return to.. wherever the fuck exactly they took her after their dates. Ruby returned up to her dorm with a smile on her face. "So, how'd the date go?" Yang asked with a grin. She was just teasing Ruby of course, and had asked the question every time she got back. To her shock, Ruby just replied with, "Really well."


	2. Chapter 2

**As previously stated, this will be just fluff, no smut until the third chapter.**

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"So, what made the army decide on a cute robo girl?" Ruby asked as they walked together, "I mean, they don't exactly seem like the type to go for that sort of thing." Ruby didn't want to bring up the possible creepiness factor that had been mentioned more than once around Beacon.

Penny giggled, "Well, they didn't really. When I was first made, I was just in a completely gender neutral form, and they let me choose what kind of body I wanted from there after showing me all the possible features a body could have. Gender, race, body type, everything really. It was all up to me."

"Really?" Ruby asked, sounding surprised.

"Wow, I didn't Atlas would let you be that expressive." Penny nodded, "They didn't want to, but my father convinced them that if they tried to control every aspect of me, I would rebel against them, and since they were building me specifically to be stronger than all of them, it wouldn't be good for them if I turned on them. I've never really thought about turning on them, but I guess that's because I was allowed to be myself."

"That's good," Ruby said, "You definitely made some good picks~" She said, letting her eyes roam over Penny's body, her grin growing as she saw Penny blush, "So, what made you choose female form? Just felt right?"

Penny nodded, "I was drawn to it. The female body just seemed the most appealing. Although.." Penny's blush darkened and she looked away shyly. Ruby raised an eyebrow at this.

"Although..?" She asked. "Did you consider a guy body for awhile?" She asked, "I bet you would have looked just as good as one~" She said so Penny would feel embarrassed, though the thought of a male Penny was a genuinely enticing one to her.

Penny shook her head, "N-no, I never took a male form, not a full one at least.." Seeing Ruby didn't understand her, Penny said, "I chose a.. mostly female form. There's one part that I'm fairly sure most females wouldn't have, but I was curious and wanted to know how it would feel to have it." She explained, hoping Ruby wouldn't be too upset to here this.

"What do you.." Ruby started to ask before trailing off as the gears in her head finished turning and she realized what Penny meant, "Oh. Oooooooh..." Ruby said, her eyes immediately lowering down to Penny's waist, unable to help herself. She pulled her eyes back up immediately, not wanting to be rude or make Penny feel bad; though it came a few seconds too late.

"I-I'm sorry, I should probably have told you before." Penny said. "It isn't a big deal right?"

"It kinda is.." Ruby said. Seeing Penny's eyes starting to widen in panic, Ruby quickly clarified, "Oh it isn't bad! I just mean, it'll probably be a pretty big deal when we-" Ruby stopped, not saying any more. The two stopped walking, scrambling for something, anything to say to change the subject as quickly as possible.

Eventually Penny pulled them out of it, saying, "So, how is your team doing?" It was just small talk, small talk they'd talked about already no less, but it was better than nothing.

"Well, Weiss is still completely obsessed with her summoning." Ruby said, "She's trying to summon some big knight guy thing, but can't seem to get much further than his sword. It gets a little bigger every day though. I'm sure she'll get it eventually, and knowing Weiss, she'll move right on to stressing out about something else instead." They both laughed at this.

"How about Blake and Yang? Are they doing well together?" Penny asked curiously.

"Yeah, they've both been pretty good, Yang even.. wait, what do you mean 'together'?" Ruby asked.

"Aren't they a couple?" Penny asked, sounding confused. "I thought they were."

"No, not at all," Ruby said, "Blake doesn't really do relationships. Reads about them non-stop though. Yang probably could, but she's more focused on keeping herself in fighting form than anything else. I mean, they do spend a lot of time together. There's more Bubble Bee combo moves than any other team combo, except pollination obviously. And I guess they do hang out a lot just normally to, even caught them reading one of Blake's filth book together. And there was that one time at the dance..." Ruby's eyes widened. "Oh wow, you might actually be right."

Penny smiled, "I thought so. I've been getting better and better at picking stuff like that up lately. Mostly from my research." Penny elaborated before Ruby even had the chance to ask, "Ms. Winter suggested to Mr. Ironwood that I be given regular access to the web to do research and learn even more about the world. I'm shocked at just how much there was I didn't know before that."

"Winter got you _more_ freedom?" Ruby asked, finding that a little hard to believe from what little she had seen of Weiss's sister. Penny nodded, "Yes. I had a terrible habit of, as Winter put it, snooping around where I shouldn't. I was just curious, and after I saw her doing certain.. things, she was convinced that what I needed was a way to explore without invading privacy."

Ruby snickered, "What, did you find her jilling herself off with a giant toy or something?" She asked jokingly, the thought of basically anyone from the Schnee family having sexual desires hilarious to her. "No, it was a man," Penny said matter of factly, "He was quite large though, which I suppose is why she was screaming. I thought she was in danger and burst into the room ready for a fight."

Ruby's jaw dropped at this, "No way, really?" Penny nodded, giggling at Ruby's dumbfounded reaction. "Who was it?" She asked, Penny shaking her head, "Sword to secrecy, sorry."

Ruby pouted, "That's no fun." "Maybe not," Penny admitted, "But I did find Ciel Solei off duty once. I didn't even recognize her at first. She looked like she had, well, emotions, which I'd never seen on her before, but it was definitely her. She was on a date with a Faunus boy. I wanted to go say hi, but I figured it would have been rude." She said.

The thought of Ciel being on a date, being capable of it, was even more mind blowing than Winter being capable of human desire when Ruby was all but certain she was some sort of failed attempt to cross breed a huntress with a perfectly boring white cube, but then, she had seen stranger. "Team CVFY is poly-dating." Ruby said, figuring she should contribute something to their ease dropping conversation.

"Poly-dating?" Penny asked, confused. Ruby nodded, "All four of them are one big relationship, like a harem, except no one is in charge of it and they all like each other equally. They aren't shy about it, and no one tries to question them on it. No one smart at least. One guy tried to tell Coco that their relationship was against nature and she beat him to a pulp with just her purse, then got it all cleaned up before the others could see they've even been insulted. It was weirdly romantic."

Penny smiled at this, "That sounds lovely, but I don't see how it would be 'against nature'." She said, "Lots of animals in nature do something similar."

"It isn't, the guy was just being a jerk." Ruby said. Penny nodded her understanding, though she didn't fully grasp why people had to be jerks, and asked Ruby if she knew. "They don't," Ruby said, "A lot of them just like doing it, or do it without even knowing because they aren't thinking about it."

"Like that man we fought before?" Penny asked curiously, causing Ruby to shake her head, "No, I'm pretty sure Roman Torchwick knows he's bad. He just doesn't care, might even like being that way."

"How could anyone _want_ to be bad?" Penny questioned, baffled by the idea. Ruby shrugged, "Humans are stupid. We're all flawed in one way or another, none of us are perfect like, you know, you." Ruby blushed as she said it, realizing she'd steered them right back into the uncomfortable zone, but she felt a little more confident in saying this than talking about sex.

"Perfect?" Penny asked, blushing as well, "I-I'm not perfect.." Ruby snorted at this, "Well, yeah, you kinda are. Pretty sure you were built to be. Better, faster, stronger.. okay you've got a little trouble with people, but even that's slowly going away. If you aren't perfect now, you probably will be by the time Atlas is done with whatever testing they put you through. I just hope you'll still have time for me when you are."

Ruby had meant to say this as a joke, but it came out more serious and upset than she had wanted to say it. She never had been good at lying, especially to Penny. Penny came to a complete stop, taking Ruby by the shoulders seriously, "I'll always have time for you," Penny stated, "I'm not perfect, you said it yourself, no one can be. And even if I'm as close to perfect as you think, that's only because I've got you here helping me to get there." Penny pulled Ruby into a hug that could have very well snapped her spine, but Ruby didn't mind at all this time, and hugged her back.

"Besides," Penny said when they separated from the hug, "I'm not faster than you." Ruby rolled her eyes, "Oh that doesn't count, that's just my semblance." She said, something sticking out to her, "Wait a minute, what's your semblance?" She asked.

Penny shrugged, "I don't think I have one." She said, "I know everyone is born with one, but I wasn't born remember?" "I know," Ruby said, "But you still have an aura, which is like the only requirement. If you've got an aura, you have a semblance, it just hasn't been unlocked yet." "So I have another power? One Atlas didn't even give me?" Penny asked, excitement in her eyes.

Ruby nodded, "Yep! And there's no telling what it could be. Who knows, maybe it's already been unlocked at you just generate a bubble of cute around you. That'd explain all the looks you get." She said. Penny's blush became darker than her freckles, "Looks? No one looks at me. I mean, sometimes they look over when they see I'm being escorted by soldiers, but that's it."

Ruby scoffed, "Don't tell me you haven't noticed it. Three guys checked you out just since we left the restaurant, and you always get at least one look whenever we're out. I thought you knew." "I had no idea," Penny said truthfully, "I was always focused on, well, you."

Ruby snickered, "It's hard not to notice when someone is checking out your date. I guess you never noticed it because no one was ever looking at me." "Oh that can't be true." Penny said, refusing to believe that she could attract more attention than Ruby going off of looks. "It's true. Guys love girls with freckles I guess. Can't say I blame them~" She added, her voice a bit more suggestive than she'd meant it to be, but well worth it considering the adorable shy look Penny made because of it.

* * *

 **Yes, Penny is a futa in this, as the challenge was inspired by a pic that my friend found of a futa Penny and Ruby, though to him, the way it was drawn seemed more sweet than sexual, despite Ruby being on her knees kissing Penny's cock in it. I agreed, and then challenge. I figured I should probably make Penny's being a futa clear in this chapter, as if it were smut it wouldn't matter until it happened, but considering this is trying to have something resembling a story, it's different. It was hard to write that exposition in without the chapter veering towards lemons, but I managed it! And now the next chapter _will_ contain lemons!**


	3. Chapter 3

Ruby had never really worried too much about what she was wearing. She tended to just wear what she was comfortable in and to hell with the consequences. Doing this, she usually didn't draw too much or too little attention to herself, and usually felt pretty good, as looking alright was rather low on her personal priority list, as she assumed it should be for any aspiring Huntress.

So when she, for the first time, began to get worked up about what she was wearing, rifling through combinations of clothes to make sure she looked like she was on a date and not on a mission, but also didn't look ridiculous, Yang just sat and watched from her bed with a smirk. She recalled Ruby giving her hell about stressing herself out about her outfit more than once when she was preparing for a date, and now she took a great amount of pleasure in being able to return the favor several fold.

"You sure about that?" Yang asked, eyebrow raised at the outfit choice Ruby had just put in the maybe category, "Is Penny into the whole 'let's go work the land on the farm' look?" Ruby knew she was being messed with, but as Yang said this, she couldn't help but become nervous and move the outfit from maybe to definitely not, which most of her wardrobe was in at the moment as well. She pulled out something else, an outfit that would show off more of her legs and even a small bit of her chest. It was still far from skimpy, but Yang grinned at the sight anyway.

"Wow, if you want her that bad why not just show up wearing nothing?" Payback felt amazing, but Yang didn't keep it up, not wanting her sister to get too overwhelmed. If tonight really was going to be the night Ruby had her first time, which in and of itself would be a difficult thing to pull off considering that Ciel would be hovering around, Yang wanted to make sure she was able to enjoy it without working herself into a lather over all of the small details.

"Hang on sis," Yang said, going for the door as the definitely not pile tilted slightly and rained down on Ruby, burying her up to her waist, "Let me go call in the cavalry and see if we can't get you ready for tonight."

"What?" Ruby asked, both curious and a little afraid of what Yang meant as she exited the room, which happened to be her opinion on most things that Yang did actually. After a few more frustrating minutes of trying to work out the outfit issue by herself, Yang returned with Weiss, Blake, Velvet, Coco, and Jaune.

"Alright everyone," Yang said, turning to the five other students like a military general, "We've got about three hours until Penny shows up at Beacon. Between now and then, we need to get Ruby fixed up, outfit and advise for what to do when she and Penny are behind closed doors," She punctuated this with a wink, "And A plan to keep Penny's handler as far away from them for as long as possible."

"Yang, it isn't this big a deal," Ruby said. As stressed out by this as she was, she didn't see any reason to pull so many people in to help her. "And besides, why them specifically?" She asked, confused by Yang's choice of cavalry.

"Relax Ruby, this is a delicate operation and we needed to call in our specialists." Yang said, "Weiss's experience with what Atlas girls like and Jaune's experience helping his too many sisters get dressed will help with your outfit. Velvet and I are going to deal with Ciel so you and Penny will actually be able to have any time together. You know she wouldn't let you be a room alone together for long enough if we don't do something."

"Yeah.." Ruby admitted, "Okay, but what are Blake and Coco here for then?" Ruby asked, not sure what else she could really need for the date.

Yang gave an impish grin, "They're the most, you know, _experienced_ of us, and they're just gonna give you a few tips for what to do and how to handle it when you're alone." Yang said. Seeing Ruby's expression change and blush grow as she understood what her sister meant, Yang added, "I could have given you some advise myself, but something tells me you don't exactly want to hear it from me."

Ruby didn't know if Yang was joking or not, and didn't want to know, as the thought was just ever so slightly unsettling. In any event, whether Yang's plan was a good one or not was irrelevant, everyone was here already and wanted to help her, and Ruby would be lying if she tried to tell any of them that she didn't need it. With everyone's jobs understood, they set to work, operation Mechanical Rose Date Night was a go.

In spite of Ruby's previous objections, she couldn't argue with the result. Ruby stepped out of the room, her hair done by Weiss, but-begrudgingly-kept in Ruby's style. She wore a light green skirt that complimented her skin well and worked with the black T-shirt that she wore. She also had on a belt that, despite serving no purpose, Weiss and Jaune agreed added to the look. And, since they were pretty sure Ruby stepping outside with no red on her person was one of the signs of the apocalypse, she wore a red jacket with the hood down and sleeves up.

Despite Yang's former teasing, she looked nearly ready to burst into tears at the sight of her little about to go out and, as she said, hook up with her sexy cyber-gf. She held it together though, as Ciel was her and Velvet's job. They were pretty sure they could easily just physically move her out of the way if need be, but they needed to make it look like her getting dragged off was an accident, and so planned to stage a fight that she would then get caught in the middle of.

Ruby's face had been an even darker red than her hood throughout the time she had to spend listening to Blake and Coco describe their past experiences. Blake recounted two encountered with guys, as well as going into a bit too much detail about things she had read on the had been with guys and girls in her time, and so her advice was the most ultimately helpful.

Before too much longer Penny and Ciel arrived. Penny didn't look too much different from her normal outfit, as she didn't have nearly as many options where she was at. Her normal dress had been replaced with one of a solid color, a green similar to her eyes that, by coincidence-or careful planning of Weiss and Jaune's part-also matched Ruby's skirt. Penny still had her stockings, as she had correctly assumed that Ruby loved her in them. It seemed she was just as hopeful of how the night would end as Ruby and her friends were.

The date starting like Ciel knew it would, just them having a nice dinner. Ciel's presence didn't bother them too much, as they were remarkably focused on each other. Ruby recounted how much of a disaster finding the clothes had been, though made a point of not mentioning that her sister had had to call in other people to help her figure it out. She felt better about this though when she learned all Penny had had to do just get her new dress, describing the encounter the way Huntsmen often described Grimm stampedes.

They laughed and ate, both trying not to stir too much suspicion in Penny's vulture of a handler, which was difficult when they repeatedly forgot her presence altogether. Whenever they did, Ciel made herself obvious with a none to subtle cough or clearing of the throat. Even the every patient Penny was growing wary of her by the time they had finished their meal and started back to Beacon. As far as Ciel knew, the date was supposed to end there, and Ruby had to disguise her warning to Penny about what was about to happen as a hug that even Penny would have thought awkwardly too long.

Right on schedule, Yang and Velvet came through, Velvet having somehow gotten a picture of Nevermore. For a split second, both Penny and Ruby forgot what they were meant to be doing as they watched the spectacle of the fight that swept Ciel away. They nearly started following it to watch, and even upon remembering, Ruby wondered if watching the battle might be a better way to end the night. Sure, Penny had agreed to 'keep going', but it had still been Ruby's idea, and she didn't want to force the idea on her.

She was stopped from this train of thought when Penny took her by the wrist and began leading her inside, evidently unable to wait any longer. Ruby smiled, leaning in to kiss her before they had even entered the team RWBY bedroom, which had been vacated by the other teammate for the purposes of the 'date night'. Penny and Ruby managed to make it to the bed. Considering the normally rather volatile nature of their bunk bed, they had temporarily taken them down, leaving only two of them in the room, pushed together so the love birds would have all the space they needed.

They practically fell onto the bed, as neither one of them wanted to be the one to end their prolonged opening kiss, which didn't even stop when Ruby's hands began to trail of Penny's body. Following the advice she'd been given, Ruby went slow, as Penny had never felt this before and she didn't want to overwhelm her. Ruby doubted there was much in the world that could overwhelm Penny, but her orange haired girlfriend seemed fond of the slow, gentle touches across her body.

Ruby was a bit surprised by this. She hadn't expected Penny's body to be very sensitive, Atlas wanting to make her able to soldier on if badly damaged. Perhaps she had some sort of sensory gauge that she could adjust whenever she.. Ruby pushed distracting thoughts out of her mind. Now was not the time for that and she knew it. She had to focus.

Ruby was the one to end their kiss at the five minute mark so she could begin removing her clothing, taking her time doing it so she could make it a show for Penny. Ruby wasn't sure how sexy she actually looked, between having no idea how to sensually remove clothing and being only a size or two away from being completely flat chested, but Penny's enjoyment was obvious in the tent her dress had become by the time Ruby was down to her bra and panties.

Ruby moved over, smiling at Penny as she began lift Penny's dress. Ruby was surprised to find that Penny must have been even more eager for the night to turn heated than Ruby had, as she had nothing at all under her dress, leaving her in just her black stockings when it was gone. Ruby wasn't sure what was a bigger turn on, the sight of Penny's larger breasts, her naked in only her stockings, the size of her stiff erection at the sight of her, or the realization that Penny hadn't had anything else on during their date.

Whatever it was, it was her fully hard member that drew the most immediate attention. It was bigger than Ruby had been expecting, standing at seven and a half inches, and way thicker to. Ruby would have begun drooling if she hadn't realized Penny was waiting for her to start going. Ruby carefully brought her hands to Penny's length, gripping it with both and beginning to work along its shaft.

Penny moaned softly at the feeling of Ruby's soft hands stroking her. One of the things Penny and Ruby had in common was that neither had ever really touched themselves. For Penny it was a lack of knowledge that such a thing could even be done, which resulted in her being rather pent up and sensitive to the touch. For Ruby, it came less from lack of trying, as she had attempted to please herself more than once, and more out of how her mind worked. The action had just been impossible for her to finish without getting too embarrassed. Having never even had her own fingers inside for more than a few seconds, Ruby suddenly wasn't sure she would be able to please Penny's much larger size.

But the thought of not being able to satisfy Penny was an unacceptable one. Ruby kept both hands moving, listening to Penny's moans as she brought her mouth down, gently kissing Penny's tip. Her lips stayed at the tip of Penny's member, kissing and gently sucking on it as she worked her hands faster along her length from the tip to the base of it.

Ruby kept going until she felt the first drops of what Coco had called pre-cum. She kept going with one hand, but moved the other down, grinding her palm against Penny's already wet pussy. In Coco's example, it had been a male's balls, but Ruby felt that the advice was transferable. Penny certainly seemed to enjoy it, her moans growing louder as her too biggest pleasure centers both received attention at once.

Ruby slowly and carefully moved her head a little lower, taking more of Penny's rod into her mouth to suck on. She knew she wouldn't be able to fit the whole thing and didn't plan on trying to, but she could get her over the edge if nothing else. Ruby ground her palm a bit harder against Penny's pussy, her hand pumping harder as she sucked on the first inch or so.

Penny didn't last much longer, her member swelling with her building climax after another few short minutes. Ruby didn't attempt to take it into her mouth and swallow, knowing she'd end up spitting some or a lot back out, nor did she let it spray over her face, knowing that, while sexy, it would someone dampen the romance of the evening. Ruby just hoped she would remember to get Weiss's sheets clean before she found the cum coating it.

Putting aside Ruby's curiosity of what it was Penny was actually cumming, Ruby moved forward to kiss Penny again. She seemed to decide that it was her turn now to pleasure Ruby, and reached behind her to undo her bra before moving her hands down to slide Ruby's panties off. Ruby wasn't exactly proud of her naked form, but was happy to see that Penny seemed to love the sight of it.

Penny moved Ruby onto the bed, having her hold her legs open as she moved her head down and slowly began to lick Ruby's virgin slit. She'd started growing wet from the moment she'd felt Penny's length, and the feeling of pleasure from Penny's tongue only made the moisture build more and more. She tried to restrain her moans, not wanting to sound like a slut, but it became hard to hold it back when Penny's tongue pushed inside of her. She wondered if Penny had also gone to someone for sexual advise, because she seemed to know just what to do with her tongue to break down Ruby's endurance.

Granted, that may very well have just been Ruby's easily overcome threshold for pleasure. Her legs locked around Penny's head, her fingers trailing through her soft orange hair as she moaned, reaching her peak in less than half the time it had taken her to get Penny off. Ruby would have been embarrassed by this if she'd been capable of feeling anything at the moment other than utter euphoria.

Penny relished in Ruby's climax, continuing to lick as she felt her body tense from it and lengthening her orgasm by several seconds. She lapped up Ruby's evidently sweet tasting juices before smiling up at Ruby. "Should we.. keep going?" Penny asked. Ruby didn't hesitate to nod, "I'm ready when you are~" She said, trying to sound seductive so Penny wouldn't worry.

It must have worked, as Penny moved herself forward, catching Ruby in another kiss as she pushed into her pussy gently. Ruby moaned into the kiss, holding onto Penny tightly as she braced for the pain she'd been warned about. Penny jerked her hips forward when she felt the resistance, and was surprised to find that Ruby hardly seemed hurt by it at all. A combination of knowing what to expect, and having a much better tolerance for pain than she did pleasure, had let her endure her being broken in without much struggle.

It still took a few solid moments of Penny continuing to move slowly in and out of her for the pain to subside, but when it did, the pleasure seemed to multiply several fold. Ruby, unable to just lay there and take it, began to move with Penny, finding her rhythm and matching it. The movement pushed Penny's length deeper into her, and made it feel even better for both of them.

It was entirely possible that they were both easily heard through the door or even through the wall, but neither of them could care at the moment as the pace picked up, their hips slapping together heatedly as their hands travelled across each other's bodies. Penny moved her head down to Ruby's modest chest, latching onto one of her nipples and beginning to suck on it like Ruby had on her tip. Ruby's moans were intoxicating, and drove Penny to thrust faster into her, which Ruby welcomed happily, moaning louder, not wanting it to stop.

With both of them having so little endurance in bed, the experience probably only lasted a few minutes longer than the oral had, but to them it felt like complete bliss, made all the better by who they ere sharing it with. Ruby felt Penny about to pull out of her when she got close, and locked her legs around her waist, refusing to let her. They screamed out in ecstasy as they came together.

Yang would later say that it was hearing this scream from several blocks away that told them they'd only have to distract Ciel for a few more minutes. Ruby knew she was just teasing, but it was still a funny thought. The only downside to the night was that now that they had started, there wasn't a chance that either of them would be able to settle for being less close now. They were going to have to come up with all kinds of ways to distract Ciel in the future, at least until the 'plan' Penny had told Ruby she had to stay at Beacon came into play.

* * *

 **And that's a wrap! Sigh, we may never know what Penny's 'plan' was. It's one of the hanging threads I'll never be able to let go. In any event, how'd I do on the challenge? I'm willing do bet I got decent marks on the lemon, but I'm unsure where I stand on the fluff. I'm terrible at fluff. I guess that was the point actually, to force me to practice at it. Let me know what you thought of this in the reviews, as well as how I did on the challenge.**

 **I'm sinful by nature with no malicious intent, and Ill see you all next time!**


End file.
